Captain America vs The Lady
by Wing Head
Summary: The story starts off with Captain America and the Howling Commando's investigating a dark menace. However Cap will soon learn there is a far greater threat at work which could bring him to his knees.  WW2, will have Invaders and Peggy Carter eventually.


The devastating sound of artillery fire echoed in Steve Rogers ears as he lead a squad of commandos through the hallways of the enemies base. Steve Rogers, better known to the world as Captain America, had been ordered to lead Sergeant Nick Fury, and his howling commandos, into the dreaded grey castle just outside of a raging battlefield. The allies were getting hit hard by the Germans and although Cap desperately wanted to aid his fellow soldiers, on the battle field a short distance away, he had been told that the mission he was on was far more important.

Cap and the commandos had taken out the guards at the front of the castle without raising an alarm. It did seem strange to Cap how the Germans had been guarding the entrance. The guards had seemed to be keeping their distance from the castle. They seemed almost frightened of what was inside of the castle. Whatever it was, thought Cap, he and the Commandos were going to stop it.

The Commandos were now making their way towards what they believed was the main quarters of the base. As they went through the dark hallways Cap's mind went back to his briefing with Col. Chester Phillips. He had been told that intelligence suggested that the castle was home to a top ranking Nazi official, but they did not know which official it was. Besides the location Cap was going to be sent into the castle with no other intelligence, which is why Nick Fury's Commandos had been chosen to aid him in this especially dangerous mission.

As Cap and the others entered the next room and slowly made their way through it they suddenly heard a loud crash as the doors slammed behind them. Cap looked back but saw no one besides the Howlers. "Be on your guard soldiers. Someone obviously knows we're here." Cap said.

"You heard him ya' gold bricks, if you see anyone who is wearin' a swastika fill em' full of lead!" Nick Fury ordered.

The commandos began to look around the dark room, which was only lit by the moon light that came through the windows. Corporal 'Dum Dum' Dugan, Private Gabriel Jones, Private 'Rebel' Ralston, Private 'Junior' Juniper, and Private 'Pinky' Pinkerton all raised their weapons ready to fire at any sign of movement. As they slowly made their way through the room Private Juniper raised his gun towards the ceiling, in search of any enemies. Just as he did this a dark figure swooshed down upon him and carried him away into the night. The other commandos only heard Juniper's scream of terror as he was taken away.

"Holy Hell! What was that Sarge?" Screamed out Ralston. They looked down to see Junipers rifle which had fallen and now rested on the ground. Gabe Jones then reached down and picked up the gun as if examining it.

"Junior!" Screamed out Dum Dum. "Junior, where are you, soldier!" Dum Dum desperately screamed.

"Hold your ground Commandos. Form up, stick close together. Whatever took Juniper, can take us just as easily." Cap said to the highly trained squad. Cap then raised his rifle and began to look through the scope, searching for whatever enemy it was that hid in the shadows. "I don't like the feeling of this." Cap thought to himself.

The small team of soldiers quickly moved closer to one another. They formed a circle with each of them pointing their rifle in a certain direction. They had every angle covered for any incoming targets. Sgt. Fury then noticed a dark figure in the shadows. He lifted his rifle and began to squeeze the trigger when he suddenly recognized the person in the shadows. It was Juniper. He was standing completely still with his head bent down as he seemed to be staring at the floor.

"Juniper, you goldbrick, what was it that attacked you? Get back in formation soldier!" Fury ordered. Despite the orders of his strict superior Juniper did not move. He then quickly lifted his head up to reveal his now grotesque look. He had dark animal like red eyes, skin as pale as chalk, blood red lips, and long sharp fangs that sent chills down the commandos backs.

"Oh, hell." Thought Captain America to himself. He immediately knew what had happened and who was behind this.

"Junior, what happened to you? Y-You look like something from Dracula." Dum Dum shouted to him as he lowered his weapon. As Dum Dum took a step towards his old comrade Junior jumped towards Dum Dum, he was ready to eat his friend alive. As Junior was in mid air Fury, with his stunningly fast reflexes, aimed his gun at the former commando and opened fire on the former private. The commandos looked in shock as their friend fell to the ground.

"Sa-Sarge…you killed him. You killed Juniper." Pinkerton said.

"He was already dead soldiers." Captain America said as he walked up to the corpse. He removed his shield from his back and put his gun strap around his arm. He then lifted up his shield over Juniper's head. Junipers eyes then quickly opened, and he snarled out like a wild beast, just as Cap slammed his shield down on Junipers neck, separating it from the rest of his body.

"Whoa! Hey, who the hell do you think you are? You didn't have to go and do that!" Shouted Dum Dum as he approached Cap, clearly ready for a fight.

"Hold it Dugan. He did what he had to do. It was the only way to make sure that Juniper didn't attack us again. He had to put em' out of his misery." Fury said as he stood in front of Dugan, blocking him from getting to Cap.

"Put him out of his misery? You talk like he was some kind of bloody animal, sir." Pinky said to Fury.

"That wasn't the man we knew. That wasn't our brother in arms. Cap did Junior a favor. He stopped him from being able to hurt any one of us. You know there is no fate worse than being forced to hurt your own brothers…which is exactly what Junior was going to be forced to do." Fury said to the squad.

"We could have helped him, Sarge. We could have found a way to bring him back to normal." Rebel Ralston said.

"No, we couldn't. He was turned into a vampire." Fury said.

"A vampire? You got to be joking, Sarge." Gabe said.

"This is no joking matter, soldier. Fury knows about what transformed Junior because he has read the file. I know what killed Junior because I have fought him before. His name is Baron Blood. He is a true vampire, turned by Dracula himself." Cap said to the Commando's.

Just as they were about to question Cap a dark figure emerged on top of the stair rail balcony above them.

"I am glad to see that you have not forgotten me, my old foe." Said the snarling voice of Baron Blood. The Commandos turned to face the pale figure who stood above them. Baron Blood was dressed in all black. It was hard to tell which part of his body was clothing and which part of it was a mutated bat like figure. He had long bat ears that spread above his head. Red glaring eyes that seemed to lead to a bottomless pits of blood. A bat shaped nose. Long monstrous hands with sharp claws at the end of his fingers. Wings that seemed to go from under his arms and extended all the way down to the calf of his legs. He wore a black mask that covered the top half of his pale face. And most frightening of all were his long sharp fangs, which looked as though they could bite through steel.

"Blood, you're out numbered! Give it up, there's no way out of here for you!" Captain America shouted to his deadly foe.

"But that is where you are mistaken, Captain America. You are the one who is out numbered." Blood said as about two dozen allied soldiers, who had been transformed into vampires, emerged from the shadows and surrounded Cap and the Commandos. "And the only way out for you is _DEATH!"_

The commandos looked in terror as their former allies began to walk closer to them. They raised their weapons, ready to fire as soon as the signal was given. Captain America had his rifle pointed at Baron Blood as he looked up at him, not backing down from the swarm of vampires. He refused to lose ground against these undead soldiers.

"What do you want Blood? What is the point of holding yourself up in this castle?

"It is a brilliant strategic move, Captain. As the battle rages over us I wait for the Allies to take on heavy casualties. Then as the wounded are helplessly taken for medical assistance, I transform them into vampires, making your army into _my _army." Blood said with a satanic like smile.

"We'll never let that happen, Blood." Cap said as he slowly moved his hand behind his back and reached for a grenade on his belt buckle. He held the grenade waiting for the right time to attack.

"You fool. You will be one of the first to join my army of the undead, and I will be your new master!" Blood said in a confident tone.

"Not in this lifetime, pal." Cap said as he threw the grenade into a crowd of vampires in front of him. The vampires looked at the grenade and then the explosion engulfed them in flames as they fell to the ground shrieking in pain.

"Let em' have it you lunkheads!" Fury shouted to the commandos. The squad then began to open fire on the vampires, which were coming at them with great speed. Each of the soldiers was pouring the led on the vampires. Their gunfire racketed away causing the vampires to slow down but continue after their intended victims.

Gabe and Dum Dum stood back to back, firing at their enemies. A vampire then jumped at Dugan and tackled him to the ground. Dum Dum was known for his great strength, and would often use it to show off for the ladies, but it was no match against the supernatural strength of the undead soldier whose fangs were only inches away from Dugan's neck. Dugan could feel the hot breath of the vampire and expected to be one of them in a matter of seconds. Suddenly the red, white, and blue shield of Captain America streaked through the room and it's razor sharp edges cut through the vampires neck, decapitating him and saving Dugan's life. Dugan then threw the dead corpse to the side and stood back to his feet, with his rifle in hand.

As the shield flew back into Captain America's hands he quickly got back into his fighting position, ready to take on however many of his former fellow soldiers that Baron Blood threw at him. "Gunfire's not gonna' work, soldiers. The only way to keep them down is by decapitating them." Cap said before striking his shield at one of the oncoming vampires.

"You heard him, you gold bricks. Put down your rifles and pull out your machete's. This is gonna get reeeal ugly." Fury said as he pulled his machete out of his holster. He then dodged an attack and swung his machete like a baseball bat and cut off the vampires head. Each of the commandos followed Fury's lead and began to use their machetes against the oncoming vampires.

Captain America and Nick Fury lead the Howling Commandos against the vampires in the bloody battle. Although they knew with each vampire they killed they were also putting down one of their own men, they also knew that they were saving countless other soldiers from suffering the same fate as the poor men they were slaughtering.

As the number of vampires began to diminish Cap began to look around in search of the one who was responsible for this travesty. "I'm gonna go after Baron Blood. You fellas finish up here." Cap said as he quickly made his way up the stairs.

"You heard him Commandos! Keep them off of him while he takes care of the sob who's responsible for this!" Fury screamed before taking another vampires head off.

"You got it Sarge!" Gabe screamed out as he hit one of the vampires in the face with the butt of his gun, and the kicked him in the stomach, which caused the vampire to slump over allowing Gabe to cleanly cut the vamps head off with his machete.

The commandos were able to hold the other vampires back as Cap made his way up the many flights of stairs. His shield was to his side, and his rifle was firmly in his grip as he made his way to the top of the stairs. He could see the moon lit night as he approached the final door way which led to the roof of the castle.

As he ran through the door way he suddenly felt the impact of what felt like a small truck as Baron Blood ran into him and slammed him into the concrete wall. Before he had time to recover he felt the strong hands of Blood as they tightened around his neck. His sharp claws were digging into Cap's neck. Blood smiled evilly and then threw Cap behind him as though he were a rag doll. Cap hit the ground hard on his back, the impact causing him to lose the grip on his rifle which flew to the ground a few feet away from him. If not for the super soldier serum that ran through his veins he surely would be dead, he thought to himself.

He looked up just in time to see Blood jumping towards him. With all of the strength he had he quickly lifted up his feet, which caught Blood in the chest, and then did a back flip, which sent Blood into a wall and Cap onto his feet. He took his shield from the side and held it with a tight grip. Blood let out a loud shrieking noise and then jumped forward towards Cap. Blood's claws swung at Cap's neck but hit his shield instead as Cap used it to protect himself. Blood fondled his hand to ease the pain and as he did so Cap quickly kicked him in the gut and then gave him an upper cut punch which sent him back into the wall.

"That was for all of the good men who you turned into monsters." Cap said, feeling the pain inside of him for all of those that he had had to kill.

Baron Blood's eyes filled with anger as he quickly lashed out at Cap. He grabbed Cap by the shirt with both of his hands and then lifted him into the air and slammed him down into the stone floor.

"You fool. Did you actually think you had won? Do you not hear that?" He said as he pointed behind himself into the night sky, referring to the battle that was going on just a few short miles away. "You have not stopped me. You have just beaten a few of my pawns. I am still going to go into your camps and turn every one of your allies into creatures of the night, just as I did to the others whose heads you have cut off." Blood said with a gruesome smile.

The anger inside of Cap's soul began to build up as he thought of all of the families who had lost someone that night. The mothers and fathers who would not see their sons again, the wives who would never again feel the warm embrace of their husbands, and the children who would have to grow up without a father to teach them how to live a good life.

The rage inside of Cap was now showing in his eyes. He then reached out, stretching his limbs to their limit, as he grabbed his rifle and swung it at Blood's face. He then kneed Blood in the stomach and then pressed his foot against Blood's chest and kicked the vamp off of himself. The two enemies raced to their feet and ran towards each other. Blood jumped towards Cap and just as he did so he saw the sharp end of Cap's rifle plunge into his own chest. Cap had attached the bayonet onto his rifle on his way up the stairs and it had paid off for him. Blood let out a loud screech of pain as Cap continued to dig the bayonet into the chest of the beast as he pushed Blood to the edge of the castle wall.

"You're going back to the hell that you came from, monster." Cap said as he gave one last push that sent Blood flying over the edge of the castle and plummeting towards the ground, with Cap's rifle still lodged in his chest. Cap looked over the edge but he was so high up, and it was so dark outside, that he could not see the body laying at the bottom of the ground. He took his shield and gripped it tightly as he began the long journey through the castle once again.

As he ran down the stairs he saw the Howlers cleaning off their machetes. "Hey, Cap? Did you get that bloody sob?" Pinky asked in his British accent. Cap ignored Pinky's question. He continued to run through the castle. The truth was that Cap had to get to Blood before the vampire had time to recover. He needed to decapitate him or set him on fire if he was going to finally put an end to that demon.

Cap finally emerged out of the castle and then circled around the stone building, keeping his guard up in case Blood were to attack. Cap was angered when he arrived at the spot that Blood should have been laying. The only thing that he saw was his rifle, stained with blood from the vampire. "Damn it." He thought to himself.

Nick and the commandos came racing up behind the sentinel of liberty. "Hey, wing head, what's the word on Blood. Did you get em'?" Fury asked.

"He got away, Nick. I don't know how but he got away. The stab and the fall should have been enough to keep him unconscious until I got here. He must be stronger than I thought." Cap reluctantly said.

"We have to find that bastard. He killed Juniper…and then turned him into a monster. We can't let him get away with that." Dum Dum said angrily.

"We're not gonna let him get away with anything, Howlers. I promise you that. But we got to regroup. We need to find out where Blood could be heading. Our evac is waiting for us about two miles due east. If we leave now we should be able to make it in time." Fury said as he pulled out a cigar from his belt and placed it in his mouth. "That demon will burn in hell for what he did." Fury said as he lit the cigar and then threw the match down on the ground. "Let's start moving out, Howlers." Fury said as the men picked up their weapons once again.

Cap seemed to be paying little attention to Fury's words as he looked out into the night sky. His eyes were fixated on the battle that was so close by. He could see the artillery fire coming from each side. Smoke lit up the area and Cap could only think of all of the men that were being killed at that moment.

"You ready, Cap?" Fury asked as the men turned around to walk away. Cap reached down and picked up his rifle. He placed the gun strap around his arm and began to walk away from the Howlers. "You boys go on with out me. I'm needed else where." Cap said as he walked into the moonlit night. Cap found an army issued motorcycle, which probably belonged to one of the soldiers who had been turned into a vampire, Cap thought, and started it up. He then rode off into the night towards the nearby battle, his motorcycle engine roaring throughout the shadows.

"It takes a dedicated man to want to go into combat after going through something like we just saw." Gabe said to the group.

Then out of the shadows stepped a mysterious woman. Her image was hidden by the night to the Howlers as they turned to see her. "Yes a dedicated man, indeed. That is exactly what I desire…dedicated men." The sultry female voice said.

"Hey, who are you lady?" Fury said as he began to approach her.

"You shall know that when I allow it, but for now…_sleep._" As she said this each of the Howlers fell to the ground, unconscious, and unsure of who was responsible for the magical act.

"Sleep my brave commandos. Soon all will be explained." Said the sultry feminine voice.


End file.
